Title to Alterations. All alterations, additions and improvements installed in, on or about the Buildings or the Property shall become part of the Improvements and the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, to the extent Tenant can demonstrate that any such items described in the preceding clauses (i) through (iii) were acquired and installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletter, and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this Lease. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to time. Notwithstanding any other provisions of this Article 11, however, under no circumstances shall Tenant have any right to remove from the Buildings or the Property, at the expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment installed in the Buildings with use of funds from the Tenant Improvement Allowance. Tenant shall also be responsible, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease if such Connector Bridge is constructed as contemplated in Section 1.1(a) hereof. Notwithstanding any other provisions of this Article 11, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many items described in this clause (y) may be characterized in this Section 11.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk of loss with respect to such items under Article 17 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter have been funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 2 contracts
Samples: Sub Sublease (Assembly Biosciences, Inc.), Sublease (NGM Biopharmaceuticals Inc)
Title to Alterations. All alterations, additions and improvements installed in, on or about the Buildings or the Property shall become part of the Improvements and the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s 's movable furniture, equipment and trade fixtures, to the extent Tenant can demonstrate that any such items described in the preceding clauses (i) through (iii) were acquired and installed by Tenant at Tenant’s 's sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletter, and are not an integral part of the applicable Building’s 's structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this Lease. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to time. Notwithstanding any other provisions of this Article 11, however, under no circumstances shall Tenant have any right to remove from the Buildings or the Property, at the expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment installed in the Buildings with use of funds from the Tenant Improvement Allowance. Tenant shall also be responsible, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease if such Connector Bridge is constructed as contemplated in Section 1.1(a) hereof. Notwithstanding any other provisions of this Article 11, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s 's own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many items described in this clause (y) may be characterized in this Section 11.2 as becoming Landlord’s 's property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk of loss with respect to such items under Article 17 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s 's Work under the Workletter have been funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s 's own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 2 contracts
Samples: Sublease (Prothena Corp PLC), Build to Suit Lease (Tularik Inc)
Title to Alterations. All alterations, additions and improvements installed by Tenant in, on or about the Buildings Premises, the Building or the Property Center (including, but not limited to, lab benches, fume hoods, clean rooms, cold rooms and other similar improvements and equipment, if applicable) shall become part of the Improvements Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, except to the extent Tenant can demonstrate that any such items are specifically described in the preceding clauses parenthetical in the initial portion of this sentence and are designed to be portable or removable in nature (i) through (iii) were acquired i.e., installable and installed by Tenant at Tenant’s sole expense, removable without any use of funds from material adverse impact on the Tenant Improvement Allowance under the Workletter, existing improvements and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical Building systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this LeaseBuilding). Tenant shall promptly repair any damage caused by its removal of any such improvements from time to timefurniture, equipment or trade fixtures. Notwithstanding any other provisions of this Article 117, however, (a) under no circumstances shall Tenant have any right to remove from the Buildings Premises or the PropertyBuilding, at the expiration or termination of this Lease, any lab benches, fume hoods, clean rooms, cold rooms or other similar improvements and equipment (if applicable) installed in the Buildings with use Building, even if such equipment and improvements were installed by Tenant (other than portable or removable clean rooms described at the end of funds the first sentence of this Section, if applicable); (b) under no circumstances shall Tenant have any right to remove from the Tenant Improvement Allowance. Tenant shall also be responsiblePremises or the Building, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease, any alterations, additions, improvements or equipment acquired, constructed or installed with the use, in whole or in part, of any funds from the Tenant Improvement Allowance; (c) if Tenant requests Landlord’s written consent to any alterations, additions or improvements under Section 7.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease (or, for those alterations not requiring Landlord’s consent, if Tenant so requests Landlord’s determination in writing), then Landlord shall not be entitled to require such Connector Bridge is removal unless Landlord specified its intention to do so at the time of granting of Landlord’s consent to the requested alterations, additions or improvements; and (d) in the case of Tenant Improvements constructed as contemplated in Section 1.1(a) hereofby Tenant under the Workletter, Landlord shall not be entitled to require removal of such Tenant Improvements upon termination or expiration of this Lease unless Landlord specifies its intention to do so at the time of granting of Landlord’s approval of the plans and specifications for the applicable elements of such Tenant Improvements. Notwithstanding any other provisions of this Article 117, (xi) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (yii) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many the items described in this clause (yii) may be are characterized in this Section 11.2 7.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items to the extent provided in Article 10 hereof and bear the risk of loss with respect to such items under to the extent provided in Article 17 13 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter Tenant Improvements have been funded through the Tenant Improvement Allowance and which (if any) have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 1 contract
Samples: Lease (OMNICELL, Inc)
Title to Alterations. All alterations, additions and physical additions, -------------------- modifications or improvements installed inin or to the Premises (including fixtures) shall, on or about the Buildings or the Property shall when made, become part of the Improvements and the property of Landlord, unless Landlord elects and shall be surrendered to require Tenant to remove the same Landlord upon the termination or expiration of this Lease or termination of this LeaseTenant's right to occupy the Premises, whether by lapse of time or otherwise, without any payment, reimbursement or compensation therefor; provided, however, that the foregoing shall not apply to (i) any Tenant Improvementsshall -------- ------- retain title to and shall remove from the Premises movable equipment or furniture owned by Tenant, (ii) Tenant repairs any other damage caused by a removal pursuant to Section 6.1(c)(i), and (iii) Tenant returns the Premises to their ----------------- condition existing immediately prior to removal (with respect to a removal of an improvement pursuant to Section 6.1(c)(i) only). Notwithstanding any of the ----------------- foregoing to the contrary, Landlord may require Tenant to remove all alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, to the extent Tenant can demonstrate that any such items described in the preceding clauses Premises (i) through (iii) were acquired and installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletter, and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benchesthe network and/or telecommunications operations center) that are other than a standard office buildout in the Reston/Xxxxxxx area in which the Building is located, fume hoods including, without limitation, any cabling or other computer, satellite or telecommunications equipment or hardware, whether or not such alterations, additions, or improvements are located in the Premises upon the expiration or earlier termination of this Lease or the termination of Tenant's right to possession of the Premises and portable cold roomsrestore the same to Building standard condition, reasonable wear and tear excepted. If Tenant fails to remove any movable equipment or furniture or any alterations, additions or improvements so required hereunder to be removed, then Landlord may remove such items, at Tenant's sole cost and expense. The rights conferred to Landlord under this Section 6.1(c) shall be in -------------- addition to (and not in conflict with) any other rights conferred on Landlord by this Lease, in equity or at law. Notwithstanding the foregoing provisions of this Section 6.1(c), Tenant shall not be required to remove any addition, -------------- modification or improvement to the extent they meet Premises unless Landlord informs Tenant in writing, either at the requirements set forth following clause time Landlord gives its consent to such addition, modification or improvement or within ten (iii10) in business days of Tenant's written request for an addition, modification or improvement which does not require Landlord's consent, that it will have to remove such addition, modification or improvement at the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon expiration or earlier termination of this Lease. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to time. Notwithstanding any other provisions of this Article 11, however, under no circumstances shall Tenant have any right to remove from the Buildings or the Property, at the expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment installed in the Buildings with use of funds from the Tenant Improvement Allowance. Tenant shall also be responsible, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease if such Connector Bridge is constructed as contemplated in Section 1.1(a) hereof. Notwithstanding any other provisions of this Article 11, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many items described in this clause (y) may be characterized in this Section 11.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk of loss with respect to such items under Article 17 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter have been funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 1 contract
Title to Alterations. All alterations, additions and physical additions, -------------------- modifications or improvements installed inin or to the Premises (including fixtures) shall, on or about the Buildings or the Property shall when made, become part of the Improvements and the property of Landlord, unless Landlord elects and shall be surrendered to require Tenant to remove the same Landlord upon the termination or expiration of this Lease or termination of this LeaseTenant's right to occupy the Premises, whether by lapse of time or otherwise, without any payment, reimbursement or compensation therefor; provided, however, that the foregoing shall not apply to (i) any Tenant Improvementsshall -------- ------- retain title to and shall remove from the Premises movable equipment or furniture owned by Tenant, (ii) Tenant repairs any other damage caused by a removal pursuant to Section 6.1(c)(i), and (iii) Tenant returns the Premises to their ----------------- condition existing immediately prior to removal (with respect to a removal of an improvement pursuant to Section 6.1(c)(i) only). Notwithstanding any of the ----------------- foregoing to the contrary, Landlord may require Tenant to remove all alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, to the extent Tenant can demonstrate that any such items described in the preceding clauses Premises (i) through (iii) were acquired and installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletter, and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benchesthe network and/or telecommunications operations center) that are other than a standard office buildout in the Reston/Xxxxxxx area in which the Building is located, fume hoods including, without limitation, any cabling or other computer, satellite or telecommunications equipment or hardware, whether or not such alterations, additions, or improvements are located in the Premises upon the expiration or earlier termination of this Lease or the termination of Tenant's right to possession of the Premises and portable cold roomsrestore the same to Building standard condition, reasonable wear and tear excepted. If Tenant fails to remove any movable equipment or furniture or any alterations, additions or improvements so required hereunder to be removed, then Landlord may remove such items, at Tenant's sole cost and expense. The rights conferred to Landlord under this Section 6.1(c) shall be in addition to (and not in conflict with) any -------------- other rights conferred on Landlord by this Lease, in equity or at law. Notwithstanding the foregoing provisions of this Section 6.1(c), Tenant shall -------------- not be required to remove any addition, modification or improvement to the extent they meet Premises unless Landlord informs Tenant in writing, either at the requirements set forth following clause time Landlord gives its consent to such addition, modification or improvement or within ten (iii10) in business days of Tenant's written request for an addition, modification or improvement which does not require Landlord's consent, that it will have to remove such addition, modification or improvement at the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon expiration or earlier termination of this Lease. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to time. Notwithstanding any other provisions of this Article 11, however, under no circumstances shall Tenant have any right to remove from the Buildings or the Property, at the expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment installed in the Buildings with use of funds from the Tenant Improvement Allowance. Tenant shall also be responsible, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease if such Connector Bridge is constructed as contemplated in Section 1.1(a) hereof. Notwithstanding any other provisions of this Article 11, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many items described in this clause (y) may be characterized in this Section 11.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk of loss with respect to such items under Article 17 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter have been funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 1 contract
Title to Alterations. All alterations, additions and improvements installed in, on or about the Buildings or the Property (including, but not limited to, lab benches, fume hoods, cold rooms and other similar improvements and equipment) shall become part of the Improvements Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s 's movable furniture, equipment and trade fixtures, except to the extent Tenant can demonstrate that any such items described are specifically identified in the preceding clauses (i) through (iii) were acquired and installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletter, and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) parenthetical in the preceding sentence (in all events including, but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination initial portion of this Leasesentence. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to timefurniture, equipment or trade fixtures. Notwithstanding any other provisions of this Article 119, however, (a) under no circumstances shall Tenant have any right to remove from the Buildings or the Property, at the expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment installed in the Buildings with use Buildings, even if such equipment and improvements were installed by Tenant as part of funds from Tenant's Work under the Workletter or otherwise; and (b) if Tenant Improvement Allowancerequests Landlord's written consent to any alterations, additions or improvements under Section 9.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease, then Landlord shall not be entitled to require such removal unless Landlord specified its intention to do so at the time of granting of Landlord's consent to the requested alterations, additions or improvements. Without limiting the generality of clause (b) of the preceding sentence, Tenant shall also not be responsiblerequired to remove upon termination or expiration of this Lease any of the improvements constructed by Tenant as part of Tenant's Work under the Workletter, except to the extent provided that Landlord, in Section 12.2(c) hereofgranting its approval of the plans and specifications for Tenant's Work under the Workletter, for the cost of advises Tenant in writing that Landlord intends to require removal of the Connector Bridge at the any specified elements of such Tenant's Work upon termination or expiration or termination of this Lease if such Connector Bridge is constructed as contemplated in Section 1.1(a) hereofLease. Notwithstanding any other provisions of this Article 119, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s 's own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many the items described in this clause (y) may be are characterized in this Section 11.2 9.2 as becoming Landlord’s 's property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk of loss with respect to such items under Article 17 15 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s 's Work under the Workletter have been funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s 's own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 1 contract
Title to Alterations. All alterations, additions and improvements installed by Tenant in, on or about the Buildings Premises, the Building or the Property Center (including, but not limited to, lab benches, fume hoods, clean rooms, cold rooms and other similar improvements and equipment) shall become part of the Improvements Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing (i) shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, except to the extent Tenant can demonstrate that any such items are specifically described in the preceding clauses parenthetical in the initial portion of this sentence, and (iii) through shall not apply to any portable clean rooms (iiii.e., clean rooms that are designed to be portable or removable in nature and can be installed and removed without any material adverse impact on the existing improvements and Building systems in the Building) were acquired and which are installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletterand which are either leased from non-affiliated third parties or owned by Tenant, and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through but (iii) of the preceding sentence shall apply to all clean rooms and meeting the requirements set forth following clause (iii) other improvements described in the preceding sentence (in all events includinginitial portion of this sentence, but whether or not limited to, lab benches, fume hoods and designed to be portable cold roomsor removable, to the extent they meet such clean rooms or other improvements are constructed, acquired or installed using any funds from the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this LeaseImprovement Allowance. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to time. furniture, equipment or trade fixtures.
(a) Notwithstanding any other provisions of this Article 117, however, (i) under no circumstances shall Tenant have any right to remove from the Buildings Premises or the PropertyBuilding, at the expiration or termination of this Lease, any lab benches, fume hoods, clean rooms, cold rooms or other similar improvements and equipment installed in the Buildings with use Building, even if such equipment and improvements were installed by Tenant (other than portable or removable clean rooms described in clause (ii) of funds the initial portion of Section 7.2 above); (ii) under no circumstances shall Tenant have any right to remove from the Tenant Improvement Allowance. Tenant shall also be responsiblePremises or the Building, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease, any alterations, additions, improvements or equipment acquired, constructed or installed with the use, in whole or in part, of any funds from the Tenant Improvement Allowance; (iii) if Tenant requests Landlord’s written consent to any alterations, additions or improvements under Section 7.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease, then Landlord shall not be entitled to require such removal unless Landlord specified its intention to do so at the time of granting of Landlord’s consent to the requested alterations, additions or improvements; and (iv) Landlord shall not be entitled to require removal of any element of the Tenant Improvements initially constructed by Tenant pursuant to the Workletter upon termination or expiration of this Lease, except to the extent (if any) that Landlord’s approval of such element of the initial Tenant Improvements under the Workletter was expressly conditioned upon Tenant’s agreement to remove the same upon termination or expiration of this Lease. For purposes of clause (iv) of the preceding sentence, (x) the parties acknowledge that Landlord’s approval of Tenant Improvements under the Workletter generally may not be unreasonably withheld, conditioned or delayed; (y) the parties further acknowledge and agree that it may be reasonable for Landlord to condition its approval of specific elements of the Tenant Improvements upon Tenant’s agreement to remove the same upon termination or expiration of this Lease if Landlord believes reasonably and in good faith that the functionality and marketability of the Premises for purposes of re-leasing to a successor tenant would be materially and adversely affected by the presence of such Connector Bridge is constructed as contemplated specific elements; and (z) the parties further acknowledge and agree that unless Landlord reasonably believes in Section 1.1(agood faith that the functionality and marketability of the Premises for purposes of re-leasing to a successor tenant would be materially and adversely affected by the presence of such specific element, Landlord shall not condition its approval of such element upon Tenant’s agreement to remove the same upon termination or expiration of this Lease.
(b) hereof. Notwithstanding any other provisions of this Article 117, (xi) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (yii) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many the items described in this clause (yii) may be are characterized in this Section 11.2 7.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items to the extent provided in Article 10 hereof and bear the risk of loss with respect to such items under to the extent provided in Article 17 13 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter Tenant Improvements have been funded through the Tenant Improvement Allowance and which (if any) have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
(c) Nothing in this Section 7.2 or in Section 7.1 above shall prohibit Tenant from altering, relocating or removing during the term of this Lease the Tenant Improvements or any other alterations, additions or improvements installed by Tenant, whether or not the same were initially funded in whole or in part through the Tenant Improvement Allowance, subject to the following:
(i) The Landlord consent requirements set forth in Section 7.1 above shall remain applicable to any such alteration, relocation or removal of improvements by Tenant in accordance with their terms; and
(ii) Landlord’s prior written consent shall in all events be required for any alteration, relocation or removal of any improvements funded in whole or in part through the Tenant Improvement Allowance. Such written consent under this subparagraph (ii) shall not be unreasonably withheld, conditioned or delayed, but the parties expressly acknowledge that Landlord may reasonably condition its consent to any such alteration, relocation or removal of improvements funded in whole or in part through the Tenant Improvement Allowance (A) upon Tenant’s agreement to restore such improvements, upon termination or expiration of this Lease, to the nature and condition that existed prior to such alteration, relocation or removal and (B) if the reasonably estimated aggregate cost of restoration of all improvements that Tenant is required to restore pursuant to this Section 7.2(c)(ii) upon termination or expiration of this Lease exceeds $250,000, upon Tenant’s provision to Landlord of a letter of credit, bond or other security for the performance of such restoration obligation pursuant to the preceding clause (A), the amount of which security shall be not less than the estimated aggregate cost of restoration of the applicable improvements as described above, and the nature (if other than a letter of credit or bond) and terms of which security shall be reasonably satisfactory to Landlord.
Appears in 1 contract
Title to Alterations. All alterationsPursuant to the Bond Lease, additions -------------------- title to the following described Alterations shall, without further act, vest in the Issuer, shall be deemed to be leased by the Issuer to the Lessor pursuant to the Bond Lease and improvements installed in, on or about the Buildings or the Property shall become be deemed to constitute a part of the Improvements Leased Property and the property of Landlord, unless Landlord elects be subject to require Tenant to remove the same upon the termination of this Lease; provided, however, :
(a) Alterations that the foregoing shall not apply are in replacement of or in substitution for a portion of any item of Leased Property;
(b) Alterations that are required to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, be made pursuant to the extent Tenant can demonstrate terms of Section 6.2(a)(i) hereof; or -----------------
(c) Alterations that, notwithstanding any repairs, replacements or modifications by or on behalf of Lessee, are nonseverable or that cannot be removed without damaging the Leased Property or any part thereof. The Lessee, at the Lessor's reasonable request, shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such items described Alterations to the Issuer. Subject to the terms and conditions of the Bond Documents, if such Alterations are not within any of the categories set forth in the preceding clauses ------- (ia) through (iiic) were acquired of this Section 6.3, then title to such Alterations --- --- ----------- shall vest in the Lessee and installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletter, and such Alterations shall not be deemed to be Alterations that are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systemsLeased Property. All of such items described in clauses (i) through (iii) Subject to the terms and conditions of the preceding sentence and meeting Bond Lease, all Alterations to which the requirements set forth following clause (iii) Lessee shall have title may be removed at any time by the Lessee, so long as removal thereof shall not result in the preceding sentence (violation of any Applicable Laws or give rise to a Potential Event of Default or an Event of Default, and no Potential Event of Default or Event of Default then exists. The Lessee agrees to notify Lessor in all events including, but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) writing at least 30 days before it removes any such Alterations which individually or in the preceding sentence) may aggregate had an original cost exceeding Two Hundred Fifty Thousand Dollars (and$250,000), if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this Lease. Tenant and the Lessee shall promptly at its expense repair any damage to any item of Leased Property caused by its the removal of such Alterations. The Lessor (or the purchaser of the Leased Property) may purchase from the Lessee any such improvements from time to time. Notwithstanding any other provisions of this Article 11, however, under no circumstances shall Tenant have any right Alterations (if not already owned by the Lessor) that the Lessee intends to remove from the Buildings Leased Property prior to the return of the Leased Property to the Lessor or sale of the Leased Property, which purchase shall be at the Fair Market Sales Value of such Alterations as determined by the Appraiser at the time of such purchase. Title to any such Alterations shall vest in the Lessor (or the purchaser of the applicable Leased Property) if not removed from the Leased Property by the Lessee prior to the return of the Leased Property to the Lessor or sale of the Leased Property. Severable Alterations, at the expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment installed title to which is vested in the Buildings with use of funds from the Tenant Improvement Allowance. Tenant Lessee, shall also be responsible, made available to the extent provided in Section 12.2(c) hereof, for Lessor or its designee without cost during the cost of removal of Lease Term and thereafter if the Connector Bridge at the expiration or termination of this Lease if such Connector Bridge Leased Property is constructed as contemplated in Section 1.1(a) hereof. Notwithstanding any other provisions of this Article 11, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord sold pursuant to the Tenant Improvement Allowance; Remarketing Option and (y) it the use thereof is necessary or useful for the intention operation of the parties that Tenant shall be entitled to claim, during Leased Property in the term of this Lease, all tax attributes associated with alterations, additions, improvements manner and equipment constructed capacity operated at or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant prior to the Tenant Improvement Allowance), despite the fact that many items described in this clause (y) may be characterized in this Section 11.2 as becoming Landlord’s property upon installation, in recognition expiration of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk of loss with respect to such items under Article 17 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter have been funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreementTerm.
Appears in 1 contract
Samples: Master Lease Agreement (Jones Financial Companies Lp LLP)
Title to Alterations. All alterations, additions and improvements installed in, on or about the Buildings or the Property Premises shall become part of the Improvements Building and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination or expiration of this Lease; provided, however, that the foregoing shall not apply to (i) any Tenant Improvementsto Tenant's movable furniture and equipment and trade fixtures not affixed to the Property, or (ii) to any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, to the extent Tenant can demonstrate that any such items described in the preceding clauses (i) through (iii) were acquired and installed by Tenant at Tenant’s sole expenseits own expense (and not installed by Landlord persuant to Section 5.1 or Exhibit C nor financed by Landlord persuant to any applicable provision of this Lease) which are readily movable, without any use are not integral part of funds from the Tenant Improvement Allowance under the WorkletterBuilding's structure or interior architectural improvements, and are not an integral part of the applicable Building’s structure, interior architectural improvements, 's HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses clause (i) through or (iiiii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunderat Landlord's election, shall) be removed by Tenant upon the termination of this Lease. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to timeimprovements. Notwithstanding any other provisions of this Article 11Section 9.2 if Tenant requests Landlord's written consent to any alterations, howeveradditions or improvements under Section 9.1 hereof and in requesting such consent asks that Landlord specify whether Landlord will require removal of such alterations, under no circumstances shall Tenant have any right to remove from the Buildings additions or the Property, at the improvements upon such termination or expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment installed in then Landlord shall not be entitled to require such removal unless Landlord specified its intention to do so at the Buildings with use time of funds from the Tenant Improvement Allowance. Tenant shall also be responsible, granting of Landlord's consent to the extent provided requested alterations, additions or improvements. In addition, if Tenant so requests, Landlord agrees to enter into a letter agreement listing, by mutual agreement of Landlord and Tenant under the standards set forth in this Section 12.2(c) hereof9.2, for the cost of removal of the Connector Bridge specific alterations, additions and improvements that will or will not be removable by Tenant at the expiration or termination of this Lease if such Connector Bridge is constructed as contemplated in Section 1.1(a) hereof. Notwithstanding any other provisions of this Article 11, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many items described in this clause (y) may be characterized in this Section 11.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk of loss with respect to such items under Article 17 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter have been funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 1 contract
Title to Alterations. All alterations, additions and improvements installed by Tenant in, on or about the Buildings Premises, the Building or the Property Center (including, but not limited to, lab benches, fume hoods, clean rooms, cold rooms and other similar improvements and equipment) shall become part of the Improvements Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, except to the extent Tenant can demonstrate that any such items are specifically described in the preceding clauses parenthetical in the initial portion of this sentence and are designed to be portable or removable in nature (i) through (iii) were acquired i.e., installable and installed by Tenant at Tenant’s sole expense, removable without any use of funds from material adverse impact on the Tenant Improvement Allowance under the Workletter, existing improvements and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical Building systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this LeaseBuilding). Tenant shall promptly repair any damage caused by its removal of any such improvements from time to timefurniture, equipment or trade fixtures. Notwithstanding any other provisions of this Article 117, however, (a) under no circumstances shall Tenant have any right to remove from the Buildings Premises or the PropertyBuilding, at the expiration or termination of this Lease, any lab benches, fume hoods, clean rooms, cold rooms or other similar improvements and equipment installed in the Buildings with use Building, even if such equipment and improvements were installed by Tenant (other than portable or removable clean rooms described at the end of funds the first sentence of this Section); (b) under no circumstances shall Tenant have any right to remove from the Tenant Improvement Allowance. Tenant shall also be responsiblePremises or the Building, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease, any alterations, additions, improvements or equipment acquired, constructed or installed with the use, in whole or in part, of any funds from the Tenant Improvement Allowance; (c) if Tenant requests Landlord’s written consent to any alterations, additions or improvements under Section 7.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease (or, for those alterations not requiring Landlord’s consent, if Tenant so requests Landlord’s determination in writing), then Landlord shall not be entitled to require such Connector Bridge is removal unless Landlord specified its intention to do so at the time of granting of Landlord’s consent to the requested alterations, additions or improvements; and (d) in the case of Tenant Improvements constructed as contemplated in Section 1.1(a) hereofby Tenant under the Workletter, Landlord shall not be entitled to require removal of such Tenant Improvements upon termination or expiration of this Lease unless Landlord specifies its intention to do so at the time of granting of Landlord’s approval of the plans and specifications for the applicable elements of such Tenant Improvements. Notwithstanding any other provisions of this Article 117, (xi) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (yii) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many the items described in this clause (yii) may be are characterized in this Section 11.2 7.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items to the extent provided in Article 10 hereof and bear the risk of loss with respect to such items under to the extent provided in Article 17 13 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter Tenant Improvements have been funded through the Tenant Improvement Allowance and which (if any) have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
Appears in 1 contract
Samples: Lease Agreement (Linkedin Corp)
Title to Alterations. All alterations, additions and improvements installed by Tenant in, on or about the Buildings Premises, the Building or the Property Center (including, but not limited to, lab benches, fume hoods, clean rooms, cold rooms and other similar improvement and equipment) shall become part of the Improvements Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing (i) shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, except to the extent Tenant can demonstrate that any such items are specifically described in the preceding clauses parenthetical in the initial portion of this sentence, and (iii) through shall not apply to any portable clean rooms (iiii.e., clean rooms that are designed to be portable or removable in nature and can be installed and removed without any material adverse impact on the existing improvements and Building systems in the Building) were acquired and which are installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletterand which are either leased from non-affiliated third parties or owned by Tenant, and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through but (iii) of the preceding sentence shall apply to all clean rooms and meeting the requirements set forth following clause (iii) other improvements described in the preceding sentence (in all events includinginitial portion of this sentence, but whether or not limited to, lab benches, fume hoods and designed to be portable cold roomsor removable, to the extent they meet such clean rooms or other improvements are constructed, acquired or installed using any funds from the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this LeaseImprovement Allowance. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to time. furniture, equipment or trade fixtures.
(a) Notwithstanding any other provisions of this Article 117, however, (i) under no circumstances shall Tenant have any right to remove from the Buildings Premises or the PropertyBuilding, at the expiration or termination of this Lease, any lab benches, fume hoods, clean rooms, cold rooms or other similar improvements and equipment installed in the Buildings with use Building, even if such equipment and improvements were installed by Tenant (other than portable or removable clean rooms described in clause (ii) of funds the initial portion of Section 7.2 above); (ii) under no circumstances shall Tenant have any right to remove from the Tenant Improvement Allowance. Tenant shall also be responsiblePremises or the Building, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease, any alterations, additions, improvements or equipment acquired, constructed or installed with the use, in whole or in part, of any funds from the Tenant Improvement Allowance; (iii) if Tenant requests Landlord’s written consent to any alterations, additions or improvements under Section 7.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease, then Landlord shall not be entitled to require such removal unless Landlord specified its intention to do so at the time of granting of Landlord’s consent to the requested alterations, additions or improvements; and (iv) Landlord shall not be entitled to require removal of any element of the Tenant Improvements initially constructed by Tenant pursuant to the Workletter upon termination or expiration of this Lease, except to the extent (if any) that Landlord’s approval of such element of the initial Tenant Improvements under the Workletter was expressly conditioned upon Tenant’s agreement to remove the same upon termination or expiration of this Lease. For purposes of clause (iv) of the preceding sentence, (x) the parties acknowledge that Landlord’s approval of Tenant Improvements under the Workletter generally may not be unreasonably withheld, conditioned or delayed; (y) the parties further acknowledge and agree that it may be reasonable for Landlord to condition its approval of specific elements of the Tenant Improvements upon Tenant’s agreement to remove the same upon termination or expiration of this Lease if Landlord believes reasonably and in good faith that the functionality and marketability of the Premises for purposes of re-leasing to a successor tenant would be materially and adversely affected by the presence of such Connector Bridge is constructed as contemplated specific elements; and (z) the parties further acknowledge and agree that unless Landlord reasonably believes in Section 1.1(agood faith that the functionality and marketability of the Premises for purposes of releasing to a successor tenant would be materially and adversely affected by the presence of such specific element, Landlord shall not condition its approval of such element upon Tenant’s agreement to remove the same upon termination or expiration of this Lease.
(b) hereof. Notwithstanding any other provisions of this Article 117, (xi) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (yii) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many the items described in this clause (yii) may be are characterized in this Section 11.2 7.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items to the extent provided in Article 10 hereof and bear the risk of loss with respect to such items under to the extent provided in Article 17 13 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter Tenant Improvements have been funded through the Tenant Improvement Allowance and which (if any) have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
(c) Nothing in this Section 7.2 or in Section 7.1 above shall prohibit Tenant from altering, relocating or removing during the term of this Lease the Tenant Improvements or any other alterations, additions or improvements installed by Tenant, whether or not the same were initially funded in whole or in part through the Tenant Improvement Allowance, subject to the following:
(i) The Landlord consent requirements set forth in Section 7.1 above shall remain applicable to any such alteration, relocation or removal of improvements by Tenant in accordance with their terms; and
(ii) Landlord’s prior written consent shall in all events be required for any alteration, relocation or removal of any improvements funded in whole or in part through the Tenant Improvement Allowance. Such written consent under this subparagraph (ii) shall not be unreasonably withheld, conditioned or delayed, but the parties expressly acknowledge that Landlord may reasonably condition its consent to any such alteration, relocation or removal of improvements funded in whole or in part through the Tenant Improvement Allowance (A) upon Tenant’s agreement to restore such improvements, upon termination or expiration of this Lease, to the nature and condition that existed prior to such alteration, relocation or removal and (B) if the reasonably estimated aggregate cost of restoration of all improvements that Tenant is required to restore pursuant to this Section 7.2(c)(ii) upon termination or expiration of this Lease exceeds $250,000, upon Tenant’s provision to Landlord of a letter of credit, bond or other security for the performance of such restoration obligation pursuant to the preceding clause (A), the amount of which security shall be not less than the estimated aggregate cost of restoration of the applicable improvements as described above, and the nature (if other than a letter of credit or bond) and terms of which security shall be reasonably satisfactory to Landlord.
Appears in 1 contract
Samples: Sublease (Support.com, Inc.)
Title to Alterations. All alterations, additions and improvements installed by Tenant in, on or about the Buildings Premises, the Building or the Property Center (including, but not limited to, lab benches, fume hoods, clean rooms, cold rooms and other similar improvements and equipment) shall become part of the Improvements Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, except to the extent Tenant can demonstrate that any such items are specifically described in the preceding clauses parenthetical in the initial portion of this sentence and are designed to be portable or removable in nature (i) through (iii) were acquired i.e., installable and installed by Tenant at Tenant’s sole expense, removable without any use of funds from material adverse impact on the Tenant Improvement Allowance under the Workletter, existing improvements and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical Building systems or other standard operating systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements set forth following clause (iii) in the preceding sentence (in all events includingBuilding), but not limited to, lab benches, fume hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this Lease. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to timefurniture, equipment or trade fixtures. Notwithstanding any other provisions of this Article 117, however, (a) under no circumstances shall Tenant have any right to remove from the Buildings Premises or the PropertyBuilding, at the expiration or termination of this Lease, any lab benches, fume hoods, clean rooms, cold rooms or other similar improvements and equipment installed in the Buildings with use Building, even if such equipment and improvements were installed by Tenant (other than portable or removable clean rooms described at the end of funds the first sentence of this Section); (b) under no circumstances shall Tenant have any right to remove from the Tenant Improvement Allowance. Tenant shall also be responsiblePremises or the Building, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease, any alterations, additions, improvements or equipment acquired, constructed or installed with the use, in whole or in part, of any funds from the Tenant Improvement Allowance; (c) if Tenant requests Landlord’s written consent to any alterations, additions or improvements under Section 7.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease, then Landlord shall not be entitled to require such removal unless Landlord specified its intention to do so at the time of granting of Landlord’s consent to the requested alterations, additions or improvements; and (d) in the case of Tenant Improvements constructed by Tenant under the Workletter, Landlord shall not be entitled to require removal upon termination or expiration of this Lease if of any Tenant Improvements that Landlord has approved to be installed in the Premises in exercising Landlord’s reasonable approval rights under the Workletter of the plans and specifications for the applicable elements of such Connector Bridge is constructed as contemplated in Section 1.1(a) hereofTenant Improvements. Notwithstanding any other provisions of this Article 117, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many the items described in this clause (y) may be are characterized in this Section 11.2 7.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items to the extent provided in Article 10 hereof and bear the risk of loss with respect to such items under to the extent provided in Article 17 13 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter Tenant Improvements have been funded through the Tenant Improvement Allowance and which (if any) have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
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Title to Alterations. All alterations, additions and improvements installed by Tenant in, on or about the Buildings Premises, the Building or the Property Center (including, but not limited to, lab benches, fume hoods, clean rooms, cold rooms and other similar improvements and equipment) shall become part of the Improvements Property and shall become the property of Landlord, unless Landlord elects to require Tenant to remove the same upon the termination of this Lease; provided, however, that the foregoing (i) shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or (iii) Tenant’s movable furniture, equipment and trade fixtures, except to the extent Tenant can demonstrate that any such items are specifically described in the preceding clauses parenthetical in the initial portion of this sentence, and (iii) through shall not apply to any portable clean rooms (iiii.e., clean rooms that are designed to be portable or removable in nature and can be installed and removed without any material adverse impact on the existing improvements and Building systems in the Building) were acquired and which are installed by Tenant at Tenant’s sole expense, without any use of funds from the Tenant Improvement Allowance under the Workletterand which are either leased from non-affiliated third parties or owned by Tenant, and are not an integral part of the applicable Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating systems. All of such items described in clauses (i) through but (iii) of the preceding sentence shall apply to all clean rooms and meeting the requirements set forth following clause (iii) other improvements described in the preceding sentence (in all events includinginitial portion of this sentence, but whether or not limited to, lab benches, fume hoods and designed to be portable cold roomsor removable, to the extent they meet such clean rooms or other improvements are constructed, acquired or installed using any funds from the requirements set forth following clause (iii) in the preceding sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this LeaseImprovement Allowance. Tenant shall promptly repair any damage caused by its removal of any such improvements from time to time. furniture, equipment or trade fixtures.
(a) Notwithstanding any other provisions of this Article 117, however, (i) under no circumstances shall Tenant have any right to remove from the Buildings Premises or the PropertyBuilding, at the expiration or termination of this Lease, any lab benches, fume hoods, clean rooms, cold rooms or other similar improvements and equipment installed in the Buildings with use Building, even if such equipment and improvements were installed by Tenant (other than portable or removable clean rooms described in clause (ii) of funds the initial portion of Section 7.2 above); (ii) under no circumstances shall Tenant have any right to remove from the Tenant Improvement Allowance. Tenant shall also be responsiblePremises or the Building, to the extent provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this Lease, any alterations, additions, improvements or equipment acquired, constructed or installed with the use, in whole or in part, of any funds from the Tenant Improvement Allowance; (iii) if Tenant requests Landlord’s written consent to any alterations, additions or improvements under Section 7.1 hereof and, in requesting such consent, asks that Landlord specify whether Landlord will require removal of such alterations, additions or improvements upon termination or expiration of this Lease, then Landlord shall not be entitled to require such removal unless Landlord specified its intention to do so at the time of granting of Landlord’s consent to the requested alterations, additions or improvements; and (iv) Landlord shall not be entitled to require removal of any element of the Tenant Improvements initially constructed by Tenant pursuant to the Workletter upon termination or expiration of this Lease, except to the extent (if any) that Landlord’s approval of such element of the initial Tenant Improvements under the Workletter was expressly conditioned upon Tenant’s agreement to remove the same upon termination or expiration of this Lease. For purposes of clause (iv) of the preceding sentence, (x) the parties acknowledge that Landlord’s approval of Tenant Improvements under the Workletter generally may not be unreasonably withheld, conditioned or delayed; (y) the parties further acknowledge and agree that it may be reasonable for Landlord to condition its approval of specific elements of the Tenant Improvements upon Tenant’s agreement to remove the same upon termination or expiration of this Lease if Landlord believes reasonably and in good faith that the functionality and marketability of the Premises for purposes of re-leasing to a successor tenant would be materially and adversely affected by the presence of such Connector Bridge is constructed as contemplated specific elements; and (z) the parties further acknowledge and agree that unless Landlord reasonably believes in Section 1.1(agood faith that the functionality and marketability of the Premises for purposes of re leasing to a successor tenant would be materially and adversely affected by the presence of such specific element, Landlord shall not condition its approval of such element upon Tenant’s agreement to remove the same upon termination or expiration of this Lease.
(b) hereof. Notwithstanding any other provisions of this Article 117, (xi) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided by Landlord pursuant to the Tenant Improvement Allowance; and (yii) it is the intention of the parties that Tenant shall be entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant to the Tenant Improvement Allowance), despite the fact that many the items described in this clause (yii) may be are characterized in this Section 11.2 7.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items to the extent provided in Article 10 hereof and bear the risk of loss with respect to such items under to the extent provided in Article 17 13 hereof. If and to the extent it becomes necessary, in implementation of the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws) which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter Tenant Improvements have been funded through the Tenant Improvement Allowance and which (if any) have been constructed or installed with Tenant’s own funds, Landlord and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.
(c) Nothing in this Section 7.2 or in Section 7.1 above shall prohibit Tenant from altering, relocating or removing during the term of this Lease the Tenant Improvements or any other alterations, additions or improvements installed by Tenant, whether or not the same were initially funded in whole or in part through the Tenant Improvement Allowance, subject to the following:
(i) The Landlord consent requirements set forth in Section 7.1 above shall remain applicable to any such alteration, relocation or removal of improvements by Tenant in accordance with their terms; and
(ii) Landlord’s prior written consent shall in all events be required for any alteration, relocation or removal of any improvements funded in whole or in part through the Tenant Improvement Allowance. Such written consent under this subparagraph (ii) shall not be unreasonably withheld, conditioned or delayed, but the parties expressly acknowledge that Landlord may reasonably condition its consent to any such alteration, relocation or removal of improvements funded in whole or in part through the Tenant Improvement Allowance (A) upon Tenant’s agreement to restore such improvements, upon termination or expiration of this Lease, to the nature and condition that existed prior to such alteration, relocation or removal and (B) if the reasonably estimated aggregate cost of restoration of all improvements that Tenant is required to restore pursuant to this Section 7.2(c)(ii) upon termination or expiration of this Lease exceeds $250,000, upon Tenant’s provision to Landlord of a letter of credit, bond or other security for the performance of such restoration obligation pursuant to the preceding clause (A), the amount of which security shall be not less than the estimated aggregate cost of restoration of the applicable improvements as described above, and the nature (if other than a letter of credit or bond) and terms of which security shall be reasonably satisfactory to Landlord.
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Samples: Lease (Foxhollow Technologies, Inc.)
